0000894189-13-007091 Sample Contracts

PROFESSIONALLY MANAGED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT With BP Capital Fund Advisors, LLC
Investment Advisory Agreement • December 31st, 2013 • Professionally Managed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 31st day of December, 2013, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the series listed on Schedule A, which may be amended from time to time (each a “Fund”), and BP Capital Funds Advisors, LLC (the “Advisor”).

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AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • December 31st, 2013 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 11th day of November, 2013, to the Custody Agreement, dated as of June 22, 2006, as amended and restated May 15,2013 (the “Agreement”) is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of its separate series, the BP Capital Funds, listed on Exhibit T attached hereto (as amended from time to time), and U.S. Bank National Association, a national banking association (the “Custodian”).

PROFESSIONALLY MANAGED PORTFOLIOS DISTRIBUTION AGREEMENT
Professionally Managed • December 31st, 2013 • Professionally Managed Portfolios • Delaware

THIS AGREEMENT is made and entered into as of this 31st day of December 2013, by and among Professionally Managed Portfolios, a Massachusetts business trust (the “Client”), Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor” or “Foreside”) and BP Capital Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 31st, 2013 • Professionally Managed Portfolios

THIS AMENDMENT dated as of the 11th day of November, 2013, to the Fund Administration Servicing Agreement, dated as of June 22, 2006, as amended, (the “Agreement”), is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”) on behalf of its separate series, the BP Capital Funds, listed on Exhibit AA attached hereto (as amended from time to time) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

PROFESSIONALLY MANAGED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 31st, 2013 • Professionally Managed Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 31st day of December, 2013, by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of the series of the Trust listed on Schedule A, which may be amended from time to time (the “Fund”), and the Advisor of the Fund, BP Capital Fund Advisors, LLC (the “Advisor”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 31st, 2013 • Professionally Managed Portfolios

THIS AMENDMENT, dated as of the 11th day of November, 2013, to the Fund Accounting Servicing Agreement, dated as of June 22, 2006, as amended, (the “Agreement”), is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust (the “Trust”), on behalf of its separate series, the BP Capital Funds, listed on Exhibit BB attached hereto (as amended from time to time), and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 31st, 2013 • Professionally Managed Portfolios

THIS AMENDMENT dated as of 11th day of November, 2013, to the Transfer Agent Servicing Agreement, dated as of June 22, 2006, as amended, (the “Agreement”), is entered into by and between Professionally Managed Portfolios, a Massachusetts business trust(the “Trust”), on behalf of its separate series, the BP Capital Funds, listed on Exhibit CC attached hereto (as amended from time to time) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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